PicoCELA (PCLA) CEO awarded 50M restricted shares, holding 42.4% stake

Rhea-AI Filing Summary

PicoCELA Inc. granted 50,000,000 restricted common shares to chief executive officer and representative director Hiroshi Furukawa as equity compensation. The shares were issued as new common stock on January 20, 2026, in return for services and are subject to a 20-year prohibition on sale, transfer, loan, or pledge, which may be lifted only by a board resolution. As of January 20, 2026, Mr. Furukawa held 42.4% of PicoCELA’s 124,614,207 outstanding common shares. The agreement allows the company, by board resolution, to acquire the shares without charge if specified serious legal violations by Mr. Furukawa are determined during the restriction period.

Positive

• None.

Negative

• Significant ownership concentration and dilution: The grant of 50,000,000 new common shares to the CEO results in his holding 42.4% of 124,614,207 outstanding shares as of January 20, 2026, materially concentrating control and implying substantial dilution for other shareholders.

Insights

Equity compensation and governance analyst

PicoCELA granted 50M new restricted shares to its CEO, creating a 42.4% stake with long lockup and governance conditions.

PicoCELA Inc. issued 50,000,000 new common shares to CEO Hiroshi Furukawa on January 20, 2026 as compensation for services. The grant uses a restricted-share structure: the CEO cannot sell, transfer, lend, or pledge the shares for 20 years from the grant date unless the board later resolves to cancel this restriction. This design ties his upside closely to long-term equity value.

The issuance is large relative to the company’s size: as of January 20, 2026, Mr. Furukawa’s holdings represented 42.4% of the 124,614,207 outstanding common shares. That concentration significantly increases his voting influence, which can affect future governance dynamics and minority shareholder leverage.

The agreement includes protective clauses. PicoCELA’s board may acquire all or part of the granted shares without charge if it determines that Mr. Furukawa caused damage by intentionally inducing a material violation of the Companies Act or other laws, or if he, as a director serving on the Audit and Supervisory Committee, commits a material violation of the Companies Act. These clauses create a potential clawback mechanism linked to serious legal breaches rather than performance metrics.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-42470

PicoCELA Inc.

2-34-5 Ningyocho, SANOS Building, Nihonbashi

Chuo-ku, Tokyo 103-0013 Japan

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Issuance of the Company’s Common Shares to the Company’s Chief Executive Officer and Representative Director

On December 29, 2025, PicoCELA Inc. (the “Company”) entered into a restricted common share compensation agreement (the “Compensation Agreement”) with Hiroshi Furukawa, the Company’s chief executive officer and representative director. Pursuant to the Compensation Agreement, the Company agreed to issue 50,000,000 common shares (the “Shares”) of the Company to Mr. Furukawa on January 20, 2026. The issuance of the Shares was in consideration for Mr. Furukawa’s services rendered and included a prohibition on any sale, transfer, loan or pledge of the Shares for a period of 20 years from the date of grant. However, the prohibition may be canceled by a resolution of the Company’s board of directors.

On January 20, 2026, the Company issued the Shares to Mr. Furukawa pursuant to the Compensation Agreement.

The execution of the Compensation Agreement and the issuance of the Shares were authorized by the Company’s shareholder resolution and board of directors’ resolution, both dated December 29, 2025.

As of January 20, 2026, the number of common shares held by Mr. Furukawa accounts for 42.4% of the Company’s outstanding 124,614,207 common shares.

Copies of the English translation of the Compensation Agreement and the press release are furnished in this report as Exhibits 10.1 and 99.1, respectively.

EXHIBIT INDEX

Exhibit No.		Description
10.1#		Restricted Common Shares Compensation Agreement between the Registrant and Hiroshi Furukawa, dated December 29, 2025 (English Translation)
99.1		Press Release –PicoCELA Inc. Issues Restricted Common Shares to CEO and Director

# Certain portion of this Exhibit was redacted pursuant to Item 601(a)(6) of Regulation S-K and marked by means of brackets and asterisks (“[****]”).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PicoCELA Inc.
Date: January 20, 2026	By:	/s/ Hiroshi Furukawa
	Name:	Hiroshi Furukawa
	Title:	Chief Executive Officer and Representative Director

Exhibit 10.1

Restricted Common Share Compensation Agreement

PicoCELA Inc. (hereinafter referred to as “Party A”) and Hiroshi Furukawa (hereinafter referred to as “Party B”) hereby enter into this Restricted Common Share Compensation Agreement (hereinafter referred to as “this Agreement”) based on the Companies Act and the resolution regarding the grant of restricted common shares adopted at the meeting of the Board of Directors of Party A held on December 29, 2025.

Article 1 (Details of Restricted Common Shares to be Granted)

The restricted common shares (hereinafter referred to as the “Shares”) is as follows.

	(1)	Type of Shares:	Common shares
	(2)	Number of Shares Granted:	50,000,000 shares
	(3)	Method of Grant:	New share issuance
	(4)	Transfer Restrictions:	Party B may not transfer, lend, or pledge the Shares as collateral to any third party for a period of 20 years from the date on which Party B received the grant of the Shares and acquired such Shares (hereinafter referred to as the “Grant Date”).
	(5)	Payment Date:	Party B shall pay the compensation claim on January 20, 2026.
	(6)	Grant Conditions:	(i)	Party B shall be a director who is not an Audit and Supervisory Committee member of Party A on the Grant Date.
			(ii)	The amount calculated by multiplying the net assets per share at the end of the fiscal year immediately preceding the Grant Date by the number of shares granted shall not exceed ¥800 million.

Article 2 (Other Conditions)

	(1)	Free Acquisition by Party A: If any of the following events occurs during the transfer restriction period, Party A may, subject to a resolution of the Board of Directors, acquire all or part of the Shares granted to Party B without charge.
			(i)	If it is determined that Party B caused damage to Party A by intentionally causing Party A to commit a material violation of the Companies Act or other laws and regulations during Party B’s term as a director.
			(ii)	If it is determined that Party B, as a director serving as an Audit and Supervisory Committee member of Party A, committed a material violation of the Companies Act.

(2) Release of Transfer Restrictions: Party A may release the transfer restrictions on the Shares by resolution of the Board of Directors.

(Signature and Seal Follows)

In witness whereof, this Agreement has been executed in duplicate, and Party A and Party B shall each retain one copy after signing or affixing their seal.

Date of Agreement: December 29, 2025

Party A:	PicoCELA Inc.
	SANOS Nihonbashi 4F, 2-34-5 Nihonbashi Ningyocho, Chuo-ku, Tokyo

Representative Director Hiroshi Furukawa Seal

Party B: [****]

(Signature)			Seal
	Hiroshi Furukawa

FAQ

What did PicoCELA Inc. disclose in this Form 6-K about CEO compensation?

PicoCELA Inc. disclosed that it entered into a Restricted Common Share Compensation Agreement with CEO and representative director Hiroshi Furukawa and issued 50,000,000 new common shares to him on January 20, 2026 as compensation for services.

How many PicoCELA (PCLA) shares were issued to the CEO and on what terms?

The company issued 50,000,000 new common shares to CEO Hiroshi Furukawa, subject to a 20-year restriction that prohibits sale, transfer, loan, or pledge, unless the board of directors resolves to cancel the restriction.

What percentage of PicoCELA’s outstanding shares does the CEO now hold?

As of January 20, 2026, Hiroshi Furukawa’s holdings accounted for 42.4% of PicoCELA’s 124,614,207 outstanding common shares.

What conditions govern the restricted shares granted to PicoCELA’s CEO?

Conditions include that Mr. Furukawa must be a non–Audit and Supervisory Committee director on the grant date and that the amount calculated by multiplying net assets per share at the prior fiscal year-end by the number of granted shares does not exceed ¥800 million.

Can PicoCELA reclaim the restricted shares from the CEO under certain circumstances?

Yes. The agreement allows the board, by resolution, to acquire all or part of the granted shares without charge if it determines that Mr. Furukawa caused damage by intentionally inducing a material legal violation by the company, or, if serving on the Audit and Supervisory Committee, committed a material violation of the Companies Act.

Who approved the restricted share grant to PicoCELA’s CEO?

The restricted share grant and the issuance of the 50,000,000 shares were authorized by both a shareholder resolution and a board of directors’ resolution, each dated December 29, 2025.